**Exhibit 10.94****SPECIAL TERMINATION AGREEMENT**     THIS SPECIAL TERMINATION AGREEMENT (the “Agreement”) is made as of the 24th day ofFebruary 2006, between BearingPoint, Inc., a Delaware corporation (the “Company”), and Laurent Lutz(the “Executive”) (collectively referred to as the “parties”).     WHEREAS, the Company wishes to retain the Executive as its General Counsel; and     WHEREAS, the Executive will develop an intimate knowledge of the business and affairs of theCompany, its policies, methods, personnel and plans for the future and has contacts of considerablevalue to the Company; and     WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the Executive’scontribution to the success of the Company will be substantial and wishes to offer an inducement tothe Executive to enter into and remain in the employ of the Company;     NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements ofthe parties herein contained, the parties agree as follows:     1. Term. The term of this Agreement (the “Term”) shall continue until the earlier of (i)the expiration of the third anniversary of this Agreement (or if a Change of Control occurs duringthe Term, the second anniversary of the occurrence of a Change of Control), (ii) the Executive’sdeath, or (iii) the Executive’s earlier voluntary termination (except for a termination as a resultof any of the events described in Section 3(a)(3)); provided, however, that, on eachanniversary date of this Agreement or any extension thereof, this Agreement, the Term and theperiods referenced in Section 3 shall automatically be extended for an additional year unless, notlater than 90 calendar days prior to such anniversary date, the Company shall have given writtennotice to the Executive that it does not wish to have the Term extended.     2. Definitions.     (a) Acquiring Person: An “Acquiring Person” shall mean any person (as defined inSection 2(d)(iv)) that, together with all Affiliates and Associates of such person (as definedin Section 2(b)), is the beneficial owner of 20% or more of the outstanding common stock, par value$.01 per share, of the Company (“Common Stock”). The term “Acquiring Person” shall not include theCompany, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiaryof the Company, or any person holding Common Stock for or pursuant to the terms of any such plan.For the purposes of this Agreement, a person who becomes an Acquiring Person by acquiringbeneficial ownership of 20% or more of the Common Stock at any time after
 

 
the date of this Agreement shall continue to be an Acquiring Person whether or not suchperson continues to be the beneficial owner of 20% or more of the outstanding Common Stock.     (b) Affiliate and Associate. “Affiliate” and “Associate” shall have the respective meaningsascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), in effect on the date of this Agreement.     (c) Cause. For “Cause” shall mean that, during the Term, the Executive shall have: (i) committed an intentional material act of fraud or embezzlement in connection with his duties orin the course of his employment with the Company;  (ii) committed an intentional wrongful material damage to property of the Company;  (iii) committed an intentional wrongful disclosure of material secret processes or materialconfidential information of the Company; or  (iv) been convicted of a felony criminal offense.For the purposes of this Agreement, no act, orfailure to act, on the part of the Executive shall be deemed “intentional” unless done, or omittedto be done, by the Executive in bad faith or with no reasonable belief that his act or omission wasin the best interests of the Company.     (d) Change of Control. A “Change of Control” of the Company shall have occurred if at anytime during the Term of this Agreement any of the following events shall occur: (i) any consolidation, merger or other reorganization of the Company in which the Company ismerged, consolidated or reorganized into or with another corporation or other legal person orpursuant to which shares of the Company’s stock are converted into cash, securities or otherproperty, other than a merger of the Company in which the holders of the Company’s Common Stockimmediately prior to the merger own more than 50.1% of the common stock of the survivingcorporation or its ultimate parent immediately after the merger;  (ii) any sale, lease, exchange or other transfer (in one transaction or a series of relatedtransactions) of all or substantially all of the assets of the Company, and as a result of suchtransaction the holders of
 

 
   the Company’s Common Stock immediately prior thereto own less than 50.1% of the commonstock of such transferee or its ultimate parent immediately after such transaction;  (iii) any liquidation or dissolution of the Company or any approval by the stockholders of theCompany of any plan or proposal for the liquidation or dissolution of the Company;  (iv) any person (including any “person” as such term is used in Section l3(d)(3) or Sectionl4(d)(2) of the Exchange Act) has become an Acquiring Person;  (v) if at any time the Continuing Directors then serving on the Board cease for any reason toconstitute at least a majority thereof; or  (vi) any occurrence that would be required to be reported in response to Item 6(e) of Schedule 14Aof Regulation 14A under the Exchange Act, or any successor rule or regulation.provided,however, that a Change of Control of the Company shall not be deemed to have occurred as theresult of any transaction having one or more of the effects specified in clauses (i)-(vi) above ifsuch transaction is proposed by, and includes a significant equity participation (i.e., anaggregate of at least 25% of the outstanding common equity securities of the Company immediatelyafter such transaction which are entitled to vote to elect any class of Directors) of, theexecutive officers of the Company as constituted immediately prior to the occurrence of suchtransaction or any Company employee stock ownership plan or pension plan.     (e) Code. The “Code” shall mean the Internal Revenue Code of 1986, as amended.     (f) Continuing Director. A “Continuing Director” shall mean a Director of the Company who(i) is not an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a representativeof an Acquiring Person or a person who was nominated for election by an Acquiring Person, and (ii)was either a member of the Board of Directors of the Company on the date of this Agreement orsubsequently became a Director of the Company and whose initial election or initial nomination forelection by the Company’s stockholders was approved by at least two-thirds of the ContinuingDirectors then on the Board of Directors of the Company.     (g) Employment Term. The “Employment Term” shall be the period of employment under thisAgreement commencing on the day prior to a Change of Control and continuing until the expiration ofthe Term of this Agreement.     (h) Severance Compensation. The “Severance Compensation” shall be a lump sum amount equalto 299% of the sum of (A) the highest annual salary of the
 

 
Executive in effect at any time during the Employment Term or the salary of the Executive ineffect immediately prior to the Change of Control, whichever is thelarger amount, plus (B) thebonus or incentive compensation of the Executive, based upon the dollar amount of the largest of(i) the bonus or incentive compensation that the Executive received from the Company for the fiscalyear preceding the year in which the Change of Control occurred, (ii) the bonus or incentivecompensation that the Executive received from the Company for the fiscal year preceding the year inwhich the Termination Date occurs, (iii) the bonus or incentive compensation that the Executivecould have received based on his maximum bonus or incentive compensation potential under theapplicable Company plan for the fiscal year preceding the year in which the Change of Controloccurred, (iv) the bonus or incentive compensation that the Executive could have received based onhis maximum bonus or incentive compensation potential under the applicable Company plan for thefiscal year preceding the year in which the Termination Date occurs and (v) if the Executive wasnot employed in the year prior to the Change of Control or the Termination Date, the “Target Bonus”(as such term is defined in Employment Letter with the Company dated February 24, 2006 (the“Employment Letter”)).     (i) Term. The “Term” shall have the meaning specified in Section 1.     (j) Termination Date. The “Termination Date” shall be the date upon which the Executive orthe Company terminates the employment of the Executive.     3. Rights of Executive Upon Change of Control.     (a) The Company shall provide the Executive, within 10 days following the Termination Date (orwithin 10 days following a Change in Control, if later), Severance Compensation and any remainingunpaid portion of the Retention Bonus under the Employment Letter in lieu of compensation to theExecutive for periods subsequent to the Termination Date, but without affecting any other rights ofthe Executive at law or in equity, if any of the following events occur:     (1) the Company terminates the Executive’s employment within two years after a Change of Controlthat occurs during the Term, other than for either of the following reasons: (i) the Executive becomes permanently disabled and is unable to work for a period of 180consecutive days; or  (ii) for Cause;     (2) within six months prior to a Change of Control and in anticipation of a Change of Control,either (i) the Executive’s employment is involuntarily terminated by the Company (except for Cause)(ii) the Executive is assigned duties inconsistent with his then current position, duties,responsibilities and status with the Company (other than as a result of a promotion oradvancement),
 

 
or there is otherwise an adverse change in the Executive’s salary, bonus or incentivecompensation, the scope or value of the aggregate other monetary or non-monetary benefits to whichthe Executive was entitled from the Company, the nature or scope of the authorities, functions orduties attached to the position then held by the Executive and the Executive terminates hisemployment, provided, however, that the Company may cure any matter referenced in thisclause (ii) within 15 days of receipt of Executive’s written notice to the Chief Executive Officerof the Company that a matter referenced in this clause (ii) has occurred, which notice shallinclude a detailed description of the claimed matter, or (iii) the Executive terminates hisemployment with “Good Reason” as defined in and in accordance with the Employment Letter;     (3) if the Executive terminates his employment during the Term but after a Change of Control for“Good Reason,” as defined in the Employment Letter, or terminates his employment during the Termbut after a Change of Control, and at least one of the following events has occurred: (i) the Executive is assigned duties inconsistent with his position, duties, responsibilities andstatus with the Company immediately prior to the Change of Control (other than as a result of apromotion or advancement), or there is otherwise an adverse change in the nature or scope of theauthorities, functions or duties attached to the position that the Executive held immediately priorto the Change of Control;  (ii) any reduction (a) in the Executive’s salary, bonus or incentive compensation (based upon thedollar amount of salary, bonus or incentive compensation that the Executive received from theCompany for the fiscal year preceding the year in which the Change of Control occurred or for thefiscal year preceding the year in which the Termination Date occurs, whichever is the largeramount), (b) in the maximum bonus or incentive compensation potential of the Executive under theapplicable Company plan for the fiscal year preceding the year in which the Change of Controloccurred or for the fiscal year preceding the year in which the Termination Date occurs, whicheveris larger or (c) in the scope or value of the aggregate other monetary or nonmonetary benefits towhich the Executive was entitled from the Company immediately prior to the Change of Control;  (iii) there is a significant or material change in the Executive’s reporting responsibilities(other than as a result of a promotion or advancement); or
 

 
 (iv) the Executive reasonably determines, in good faith, that as a result of a Change ofControl, changes in the composition or policies of the Board, a change in circumstances affectinghis position, or other events of material effect, he is unable, or has been rendered substantiallyunable, to carry out the duties and responsibilities that he had with the Company immediately priorto the Change of Control or has otherwise been substantially hindered in the performance of theauthorities, functions or duties attached to his position immediately prior to the Change ofControl.     (b) Continued Benefits. If any of the events specified in Sections 3(a)(1)-(3) occur, thenuntil the earlier of the second anniversary of the Termination Date or the date on which theExecutive becomes employed by a new employer, the Company shall, at its expense,provide the Executive with medical, dental, life insurance, disability, accidental death anddismemberment benefits and other welfare benefits (“Insurance Benefits”) at the highest levelprovided to the Executive immediately prior to the Change of Control, provided, however,that if the Executive becomes employed by a new employer which maintains Insurance Benefits thateither (i) do not cover the Executive with respect to a pre-existing condition which was coveredunder the Company’s Insurance Benefits, or (ii) do not cover the Executive for a designated waitingperiod, the Executive’s coverage under the Company’s Insurance Benefits shall continue, withoutlimitation, until the earlier of the end of the applicable period of noncoverage under the newemployer’s Insurance Benefits or the second anniversary of the Termination Date.     (c) Outplacement Counseling. If any of the events specified in Sections 3(a)(1)-(3) occur,the Company shall reimburse all reasonable expenses incurred by the Executive for professionaloutplacement services by qualified consultants selected by the Executive.     (d) Payment of Earned But Unpaid Amounts. Within 10 days after any of the events specifiedin Sections 3(a)(1)-(3) has occurred, the Company shall pay the Executive any earned but unpaidportion of his salary, bonus or incentive compensation or other compensation.     (e) Other Rights and Benefits. The payment of Severance Compensation by the Company to theExecutive shall not affect any other rights and benefits of the Executive provided by the Company,whether currently or in the future, prior to the Termination Date, which rights shall be governedby the terms thereof.     (f) No Set-Off or Counterclaim. The Company shall have no right of set-off or counterclaimin respect of any claim, debt or obligation against any payment or benefit to or for the benefit ofthe Executive provided for in this Agreement.     (g) Interest on Payments. Without limiting the rights of the Executive at law or in equity,if the Company fails to make any payment required to be made hereunder on
 

 
a timely basis, the Company shall pay interest on the amount thereof on demand at anannualized rate of interest equal to the Prime Rate as reported in the Money Rates section of *TheWall Street Journal*(or in the successor to such section or, if there is no such successor section,the most comparable Prime Rate), compounded daily (but in no event shall such interest exceed thehighest lawful rate).     (h) Vesting of Stock Awards. If within six months prior to a Change of Control and inanticipation of a Change of Control, the Executive’s employment is involuntarily terminated by theCompany (except for Cause) or if any of the events in Section 3(a)(2)(ii) or (iii) of thisAgreement occur and Executive terminates his employment, all stock option grants, awards ofrestricted stock or restricted stock units, and all other forms of stockawards previously granted to the Executive shall be reinstated and shall vest immediately (as ifhis employment were not terminated) and be nonforfeitable or the Executive shall receive anequivalent vested award or cash payment.     4. Gross-up.     (a) If it is determined that any payment, benefit or distribution (or combination thereof) by theCompany, or by any trust established by the Company for the benefit of its employees, to or for thebenefit of the Executive (whether payable pursuant to the terms of this Agreement or otherwise (a“Payment”)) would be subject to the excise tax imposed by Section 4999 of the Internal RevenueCode, or any successor provision, and any interest or penalties are incurred by the Executive withrespect to such excise tax (the excise tax, together with interest and penalties thereon,hereinafter collectively referred to as the “Excise Tax”), the Executive shall be entitled toreceive an additional payment (a “Gross-up Payment”) in an amount such that after payment by theExecutive of all taxes, including, without limitation, any income taxes and the Excise Tax imposedupon the Gross-up Payment, the Executive shall retain an amount of the Gross-up Payment equal tothe Excise Tax imposed upon the Payment.     (b) Subject to the provisions of Section 4(c), all determinations required to be made under thisSection 4, including whether and when a Gross-up Payment is required and the amount of suchGross-up Payment and the assumptions to be utilized in arriving at such determination, shall bemade by such nationally recognized certified public accounting firm or law firm as may bedesignated by the Executive (the “Firm”). All fees and expenses of the Firm shall be borne solelyby the Company. Any Gross-up Payment, as determined pursuant to this Section 4, shall be paid bythe Company to the Executive within five days after the receipt of the Firm’s determination. If theFirm determines that no Excise Tax is payable by the Executive, it shall so indicate to theExecutive in writing. Any determination by the Firm shall be binding upon the Company and theExecutive.     (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Servicethat, if successful, would require the payment by the Company of a Gross-up Payment. Suchnotification shall be given no later than 10 business days after the Executive is informed inwriting of such claim and shall apprise the Company of the nature of the claim and the date ofrequested payment. The Executive shall not pay
 

 
the claim prior to the expiration of the 30-day period following the date on which itgives notice to the Company. If the Company notifies the Executive in writing prior to theexpiration of the period that it desires to contest such claim, the Executive shall:     (1) give the Company any information reasonably requested by the Company relating to such claim;     (2) take such action in connection with contesting such claim as the Company shall reasonablyrequest in writing from time to time, including, without limitation, acceptinglegal representation with respect to such claim by an attorney reasonably selected by the Company;     (3) cooperate with the Company in good faith in order to effectively contest such claim; and     (4) permit the Company to participate in any proceedings relating to such claim.Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings takenin connection with such contest and, at its sole option, may pursue or forego any and alladministrative appeals, proceedings, hearings and conferences with the taxing authority in respectof such claim and may, at its sole option, either direct the Executive to pay the tax claimed andsue for a refund or contest the claim in any permissible manner, and the Executive agrees toprosecute such contest to a determination before any administrative tribunal, in a court of initialjurisdiction and in one or more appellate courts as the Company shall direct, provided,however, that the Company shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with such contest and shall indemnify andhold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (includinginterest and penalties with respect thereto) imposed as a result of the contest; and providedfurther, that if the Company directs the Executive to pay any claim and sue for a refund, theCompany shall advance the amount of the payment to the Executive, on an interest-free basis, andshall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax orincome tax (including interest or penalties with respect thereto) imposed with respect to theadvance or with respect to any imputed income with respect to the advance.     (d) If the Company exhausts its remedies pursuant to Section 4(c) and the Executive thereafter isrequired to make a payment of any Excise Tax, the Firm shall determine the amount of the Gross-upPayment required, and such payment shall be promptly paid by the Company to or for the benefit ofthe Executive.     (e) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section4(c), the Executive becomes entitled to receive any refund with respect to such claim, theExecutive shall promptly pay to the Company the amount of such refund (together with any interestpaid or credited thereon after taxes applicable
 

 
thereto). If, after the receipt by the Executive of an amount advanced by the Companypursuant to Section 4(c), a determination is made that the Executive is not entitled to any refundwith respect to such claim, and the Company does not notify the Executive in writing of its intentto contest such denial of refund within 30 days after such determination, then such advance shallbe forgiven and shall not be required to be repaid and the amount of such advance shall offset, tothe extent thereof, the amount of the Gross-up Payment required to be paid.     5. No Mitigation Required. In the event that this Agreement or the employment of theExecutive is terminated, the Executive shall not be obligated to mitigate his damages or the amountof any payment provided for in this Agreement by seeking other employment or otherwise, and exceptfor the termination of benefits pursuant to Section 3(b), theacceptance of employment elsewhere after termination shall in no way reduce the amount of SeveranceCompensation payable hereunder.     6. Successors; Binding Agreement.     (a) The Company will require any successor and any corporation or other legal person (including any“person” as defined in Section 2(d)(iv) of this Agreement) which is in control of such successor(as “control” is defined in Regulation 230.405 or any successor rule or regulation promulgatedunder the Securities Act of 1933, as amended) to all or substantially all of the business and/orassets of the Company (by purchase, merger, consolidation or otherwise), by agreement in form andsubstance reasonably satisfactory to the Executive, to expressly assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would be required to performit if no such succession had taken place. Failure of the Company to obtain such agreement prior tothe effectiveness of any such succession shall be a material breach of this Agreement by theCompany. Notwithstanding the foregoing, any such assumption shall not in any way affect or limitthe liability of the Company under the terms of this Agreement or release the Company from anyobligation hereunder. As used in this Section 6, “Company” shall mean the Company and any successorto its business and/or all or substantially all of its assets which executes and delivers theagreement provided for in this Section 6 or which otherwise becomes bound by all the terms andprovisions of this Agreement by operation of law.     (b) This Agreement and all rights of the Executive hereunder shall inure to the benefit of and beenforceable by the Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.     7. Indemnification; Director’s and Officer’s Liability Insurance. The Executive shall,after a Change of Control, retain all rights to indemnification under the Employment Letter,applicable law or under the Company’s Certificate of Incorporation or Bylaws, as they may beamended or restated from time to time. In addition, the Company shall maintain director’s andofficer’s liability insurance on behalf of the Executive, at the level in effect immediately priorto the Change of Control, for the five years following the Change of Control.
 

 
     8. Notice. For purposes of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to have been duly given whendelivered or received after being mailed by United States registered mail, return receiptrequested, postage prepaid, addressed as follows:   If to the Company: BearingPoint, Inc.  1676 International Drive  McLean, Virginia 22102  Attn: Chief Executive Officer   If to the Executive: Laurent Lutzor to such other address as any party may have furnished to the other in writing inaccordance herewith, except that notices of change of address shall be effective only upon receipt.     9. Miscellaneous. No provisions of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in a writing signed by the Executive andthe Company. No waiver by either party of, or compliance with, any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time. No agreements orrepresentations, oral or otherwise, express or implied, unless specifically referred to herein withrespect to the subject matter of this Agreement have been made by either party which are not setforth expressly in this Agreement. The validity, interpretation, construction and performance ofthis Agreement shall be governed by the substantive laws of the State of Delaware, without regardto its principles of conflicts of law.     10. Validity. The invalidity or unenforceability of any provision or provisions of thisAgreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect.     11. Counterparts. This Agreement may be executed in several counterparts, each of whichshall be deemed to be an original, but all of which together shall constitute one and the sameinstrument.     12. Employment Rights. Nothing in this Agreement shall create any express or implied rightor duty on the part of the Company or the Executive to have the Executive remain in the employmentof the Company prior to or after any Change of Control.     13. Withholding of Taxes. The Company may withhold from any amounts payable under thisAgreement all federal, state, local or other taxes as shall be required by law.
 

 
     14. Disputes. Any dispute or controversy arising under or in connection with thisAgreement shall be resolved, at the sole option of the Executive, either by litigation or byarbitration in accordance with the Rules of the American Arbitration Association then in effect.Judgment may be entered on an arbitrator’s award relating to this Agreement in any court havingjurisdiction. The exclusive venue for such litigation or arbitration shall, at the sole option ofthe Executive, be in McLean, Virginia or the county where the Executive then resides.     15. Legal Fees and Expenses. It is the intent of the Company that the Executive not berequired to incur the expenses associated with the enforcement of his rights under this Agreementby litigation or other legal action because the cost and expense thereof would substantiallydetract from the benefits intended to be extended to the Executive in this Agreement. Accordingly,if it should appear to the Executive that the Company has failed to comply with any of itsobligations under the Agreement or in the event that theCompany or any other person takes any action to declare the Agreement void or unenforceable, orinstitutes any litigation designed to deny, or to recover from, the Executive the benefits intendedto be provided to the Executive hereunder, the Company irrevocably authorizes the Executive fromtime to time to retain counsel of his choice, at the expense of the Company as hereafter provided,to represent the Executive in connection with the initiation or defense of any litigation or otherlegal action, whether by or against the Company or any director, officer, stockholder or any otherperson, in any jurisdiction. The Company shall pay, within 10 days of a written request by theExecutive, and be solely responsible for, any and all attorneys’ and related fees and expensesincurred by the Executive as a result of any actual or threatened litigation or other legal actionrelating to this Agreement or any provision thereof or as a result of the Company or any personraising any issue with respect to this Agreement or any provision thereof, including withoutlimitation, contesting the validity or enforceability of this Agreement or any provision thereof.     16. Rights and Remedies Cumulative. No right or remedy conferred upon or reserved to theExecutive is intended to be exclusive of any other right or remedy, and every right and remedyshall, to the extent permitted by law, be cumulative and in addition to every other right andremedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertionor employment of any right or remedy under this Agreement, or otherwise, shall not prevent theconcurrent assertion or employment of any other appropriate right or remedy.
 

 
          IN WITNESS WHEREOF, the parties have executed this Agreement effective on the day andyear first above written.      **BEARINGPOINT, INC.**